REG - Xpediator PLC - Proposed Placing <Origin Href="QuoteRef">XPD.L</Origin> - Part 2

XpediatorAnnouncement

30/11/2017 07:05

- Part 2: For the preceding part double click  ID:nRSd9190Xa 

question. Such agreement assumes, and is based on a warranty
from each Placee, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as nominee or agent
for, and that the Placing Shares will not be allotted to, a person who is or
may be liable to stamp duty or stamp duty reserve tax under any of sections
67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance
services). If there are any such arrangements, or the settlement relates to
any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable. In that event the Placee agrees that it shall be responsible
for such stamp duty or stamp duty reserve tax, and none of the Company, nor SP
Angel nor Cantor shall be responsible for such stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own advice and
notify SP Angel and Cantor accordingly; 
 
32.          understands that no action has been or will be taken by any of
the Company, SP Angel, Cantor or any person acting on behalf of the Company or
SP Angel or Cantor that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required; 
 
33.          in making any decision to subscribe for and/or acquire any the
Placing Shares, confirms that it has knowledge and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further confirms
that it is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in connection with
the Placing. It further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved; 
 
34.          represents and warrants that it is not acting in concert (within
the meaning given in the City Code on Takeovers and Mergers) with any other
Placee or any other person in relation to the Company; 
 
35.          represents and warrants that it will provide SP Angel and/or
Cantor with such relevant documents as they may reasonably request to comply
with requests or requirements that either they or the Company may receive from
regulators in relation to the Placing, subject to its legal, regulatory and
compliance requirements and restrictions; 
 
36.          represents and warrants that it has (a) made its own assessment
and satisfied itself concerning legal, regulatory, tax, business and financial
considerations in connection herewith to the extent it deems necessary; (b)
had access to review publicly available information concerning the Company
that it considers necessary or appropriate and sufficient in making an
investment decision; (c) reviewed such information as it believes is necessary
or appropriate in connection with its subscription of the Placing Shares; and
(d) made its investment decision based upon its own judgment, due diligence
and analysis and not upon any view expressed or information provided by or on
behalf of SP Angel or Cantor; 
 
37.          understands and agrees that it may not rely on any investigation
that SP Angel or Cantor or any person acting on their behalf may or may not
have conducted with respect to the Company or the Placing and SP Angel and
Cantor has not made any representation to it, express or implied, with respect
to the merits of the Placing, the subscription for the Placing Shares, or as
to the condition, financial or otherwise, of the Company, or as to any other
matter relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for and/or acquire any the Placing Shares.
It acknowledges and agrees that no information has been prepared by SP Angel
or Cantor or the Company for the purposes of this Placing; 
 
38.          accordingly it acknowledges and agrees that it will not hold SP
Angel or Cantor or any of their affiliates or any person acting on their
behalf responsible or liable for any misstatements in or omission from any
publicly available information relating to the Company or information made
available (whether in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company (the
"Information") and that neither SP Angel nor Cantor nor any person acting on
behalf of SP Angel makes any representation or warranty, express or implied,
as to the truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information; and 
 
39.          if the Placing Shares were offered to it in the United States,
represents and warrants that in making its investment decision, (i) it has
consulted its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States federal, state
and local income tax laws and foreign tax laws generally and the US Employee
Retirement Income Security Act of 1974, the US Investment Company Act of 1940
and the Securities Act, (ii) it has received all information (including the
business, financial condition, prospects, creditworthiness, status and affairs
of the Company, the Placing and the Placing Shares, as well as the opportunity
to ask questions) concerning the Company, the Placing and the Placing Shares
that it believes is necessary or appropriate in order to make an investment
decision in respect of the Company and the Placing Shares, (iii) it is aware
and understands that an investment in the Placing Shares involves a
considerable degree of risk and no US federal or state or non-US agency has
made any finding or determination as to the fairness for investment or any
recommendation or endorsement of the Placing Shares, and (iv) it is able to
bear the economic risk of an investment in the Placing Shares, is able to
sustain a complete loss of the investment in the Placing Shares and has no
need for liquidity with respect to its investment in the Placing Shares; 
 
40.          understands that the Placing Shares have not been and will not be
registered under the Securities Act or with any securities regulatory
authority  of any state or other jurisdiction of the United States, and
accordingly, may not be offered or sold or otherwise transferred in the United
States except pursuant to a registration statement under the Securities Act or
an exemption from the registration requirements of the Securities Act and, in
connection with any such transfer, the Company shall be provided, as a
condition to transfer, with a legal opinion of counsel, in form and by counsel
reasonably satisfactory to the Company, that no such Securities Act
registration is or will be required and with appropriate certifications by the
transferee as to appropriate matters. 
 
41.          it is not a Plan (which term includes (a) employee benefit plans
that are subject to Section 406 of the US Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or plans, individual retirement accounts
and other arrangements that are subject to Section 4975 of the US Internal
Revenue Code of 1986, as amended (the "Code"), (b) plans, individual
retirement accounts and other arrangements that are subject to provisions
under applicable US federal, state, local or other laws or regulations that
are substantially similar to Section 406 of the ERISA or Section 4975 of the
Code ("Similar Laws") and (c) entities the underlying assets of which are
considered to include "plan assets" of such plans, accounts and arrangements)
and are not purchasing the Placing Shares on behalf of, or with the "plan
assets" of, any Plan. 
 
42.          if Placees are purchasing the Placing Shares outside the United
States, each Placee (and any person acting on such Placee's behalf) agrees,
represents and warrants as follows: 
 
a.            it is aware that the Placing Shares are being offered outside
the United States in reliance on Regulation S promulgated under the Securities
Act; 
 
b.            it is, at the time of the offer and acceptance of the Placing
Shares, outside the United States for the purposes of Regulation S; and 
 
c.             it did not purchase or otherwise acquire the Placing Shares
based on or due to directed selling efforts (as defined in Rule 902 under the
Securities Act), including based on an advertisement in a publication with a
general circulation in the United States, nor has it seen or been aware of any
activity that, to its knowledge, constitutes directed selling efforts in the
United States. 
 
43.          for Placees that are located in the United States, each such
Placee (and any person acting on such Placee's behalf) agrees, represents and
warrants as follows: 
 
a.            it is "qualified institutional buyer" (a "QIB"), as defined in
Rule 144A under the Securities Act, and (i) if acquiring the Placing Shares as
a fiduciary or agent for one or more investor accounts, each owner of such
account is a QIB, the Placee has full investment discretion with respect to
each account, and has full power and authority to make the acknowledgements,
representations and agreements contained herein on behalf of each owner of
such account; and (ii) is acquiring the Placing Shares for its own account, or
for the account of a QIB for which it has full investment discretion, in each
case for investment purposes and not with a view to, or for offer or sale in
connection with, any distribution (within the meaning of the United States
securities laws) of such Placing Shares; 
 
b.            it agrees that the Company may require a certification from it
in support of any transfer, in form and substance satisfactory to the Company,
and agrees that the Company, the registrar, CREST or any transfer agent may
reasonably require additional evidence or documentation supporting compliance
with applicable securities laws, and prior to any sale or transfer, the
Company may require the delivery of such certifications, notifications,
agreements and warranties and legal opinions of duly qualified counsel as it
may reasonably require to confirm that the proposed sale or other transfer
complies with the foregoing restrictions; 
 
c.             it acknowledges that the Company reserves the right to make
inquiries of any holder of the Placing Shares or interests therein at any time
as to such person's status under US securities laws, and to require any such
person that has not satisfied the Company that such person is holding
appropriately under US securities laws to transfer such Placing Shares or
interests therein immediately to the Company; 
 
d.            it is purchasing the Placing Shares for its own account or for
one or more investment accounts for which it is acting as a fiduciary or
agent, in each case for investment only, and not with a view to or for sale or
other transfer in connection with any distribution of the Placing Shares in
any manner that would violate the Securities Act or otherwise cause the
Company's assets to become subject to ERISA; 
 
e.            it understands and acknowledges that neither the Company nor any
of its respective affiliates, makes any representation as to the availability
of any exemption under the Securities Act for the reoffer, resale, pledge or
transfer of the Placing Shares; 
 
f.             it agrees that the Placing Shares are "restricted securities"
for US securities law purposes which may not be deposited into any
unrestricted depositary facility established or maintained by a deposited
bank. As such, it agrees not to offer or sell the Placing Shares to any person
other than in compliance with the following restrictions which apply to all
its Placing Shares and which shall be affixed in the form of a legend to any
certificates of Placing Shares: 
 
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ITS PREDECESSOR) HAVE NOT
BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN
THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,  PLEDGED,
HEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT
(AND IS NOT ACTING IN A PREARRANGED TRANSACTION RESULTING IN THE RESALE OF
THESE SECURITIES INTO THE UNITED STATES); (B) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT; (C) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; OR
(D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
SUBJECT, IN THE CASES OF CLAUSES (A), (B) AND (C), TO THE RIGHT OF THE ISSUER
TO OBTAIN, IF THE ISSUER SO REQUESTS, AN OPINION, IN FORM AND SUBSTANCE AND
FROM COUNSEL SATISFACTORY TO THE ISSUER AT THE EXPENSE OF THE HOLDER OF THIS
CERTIFICATE, WHICH PROVIDES THAT SUCH OFFER, SALE, PLEDGE, HEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. 
 
EXCEPT AS OTHERWISE DETERMINED BY THE ISSUER, THE SECURITIES REPRESENTED BY
THIS CERTIFICATE (OR ITS PREDECESSOR) MAY NOT BE DEMATERIALISED INTO CREST OR
ANY OTHER PAPERLESS SYSTEM UNLESS THE PARTY REQUESTING SUCH DEMATERIALISATION
FIRST OBTAINS A LETTER FROM THE TRANSFERREE STATING THAT SUCH TRANSFERREE IS
NOT ACTING IN A PREARRANGED TRANSACTION RESULTING IN THE RESALE OF THESE
SECURITIES INTO THE UNITED STATES OR MAKES SUCH OTHER REPRESENTATIONS
REQUESTED BY THE ISSUER." 
 
The Placee agrees, on its own behalf and on behalf of any accounts for which
the Placee is acting, that if the Placee should offer, resell, pledge or
otherwise transfer any Placing Shares, it will do so only (i) in an offshore
transaction meeting the requirements of Rule 903 or 904 of Regulation S under
the Securities Act (and not in a prearranged transaction resulting in the
resale of such Placing Shares into the US), (ii) in a transaction meeting the
requirements of Rule 144 under the Securities Act, (iii) in accordance with
another exemption from the registration requirements of the Securities Act, or
(iv) pursuant to an effective registration statement under the Securities Act,
provided that the Placee notify the Company of such proposed transaction and
that the Placee intends to make such sale in accordance with the terms of this
paragraph, and that, such offer, resale, pledge or transfer must, and will, be
made in accordance with any applicable securities laws of any US state or
other jurisdiction of the US. The Placee understands and acknowledges that any
offer, resale, pledge or transfer made other than in compliance with the
restrictions contained in this paragraph may not be recognised by the
Company; 
 
g.            the Placing Shares shall only be eligible for settlement through
CREST if approved by the Company and if requested by the Company, the
purchaser provides a signed letter addressed to the Company, containing
certain representations regarding compliance with United States securities
laws; 
 
h.            it has not purchased the Placing Shares as a result of "general
solicitation" or "general advertising" (within the meaning of Rule 502(c)
under the Securities Act), including advertisements, articles, research
reports, notices or other communications published in any newspaper, magazine,
on  a website or in or on any similar media, or broadcast over radio or
television, or any seminar or meeting whose attendees have been invited by
general solicitation or general advertising; and 
 
i.             it will inform each purchaser who purchases the Placing Shares
from it of the transfer restrictions stated herein and that if in the future
such purchaser of Placing Shares decides to offer, resell, pledge, or
otherwise transfer such Placing Shares, any offer, resale or transfer must be
made in compliance with the Securities Act. 
 
The foregoing representations, warranties and confirmations are given for the
benefit of the Company, SP Angel and Cantor. 
 
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for and/or acquire any Placing Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither the Company nor either of the SP Angel or Cantor owes any fiduciary or
other duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement. 
 
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that SP Angel or Cantor or any of their affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares. 
 
When a Placee or person acting on behalf of the Placee is dealing with SP
Angel or Cantor any money held in an account with SP Angel or Cantor on behalf
of the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and regulations of the
FCA made under FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from SP Angel or Cantor money
in accordance with the client money rules and will be used by SP Angel or
Cantor in the course of its own business; and the Placee will rank only as a
general creditor of SP Angel or Cantor. 
 
All times and dates in this Announcement may be subject to amendment. SP Angel
or Cantor shall notify the Placees and any person acting on behalf of the
Placees of any changes. 
 
Cantor Fitzgerald which is regulated in the UK by the FCA, and SP Angel which
is regulated in the UK by the FCA, are acting for the Company and no one else
in connection with the Placing and will not be responsible to any person other
than the Company for providing the regulatory and legal protections afforded
to their respective clients nor for providing advice in relation to the
contents of this announcement or any matter, transaction or arrangement
referred to in it. 
 
This information is provided by RNS
The company news service from the London Stock Exchange